United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): ~~November~~December 618, 2025

Fidelity National Financial, Inc.

(Exact Name of Registrant as Specified in its Charter)

001-32630

(Commission File Number)


Nevada						16-1725106
(State or Other Jurisdiction of Incorporation or Organization)						(IRS Employer Identification Number)

601 Riverside Avenue

Jacksonville, Florida 32204

(Addresses of Principal Executive Offices)

(904) 854-8100

(Registrant's Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐						Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐						Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐						Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

FNF Common Stock, $0.0001 par value

FNF

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 8.01.						Other Events

On ~~November~~December 618, 2025, ~~the board of directors (the “Board”) of~~ Fidelity National Financial, Inc. (the “Company” or “FNF”) ~~approved~~issued a press release announcing that it had determined the final distribution ratio relating to its previously announced special stock distribution (the “Distribution”) to FNF’s shareholders. ofThe ~~approximately~~Distribution 16will ~~million~~consist of 16,280,204 shares of common stock ~~owned by FNF~~ of F&G Annuities & Life, Inc., a(“F&G”) ~~majority~~ owned ~~subsidiary~~by of FNF, representing approximately 12% of the outstanding shares of F&G’s common stock.

The Distribution ~~by FNF of the special stock distribution~~ will be made on December 31, 2025 (the “Distribution Date”) to ~~all of~~ FNF’s shareholders of record as of 4:30 p.m. ET on December 17, 2025 (the “Record Date”). The Distribution will consist of a pro rata common stock distribution to each of FNF’s ~~shareholders~~shareholder ~~on the Record Date. As~~ of ~~November~~record 5, 2025, FNF had approximately 271 million shares of its common stock, par value $0.001 per share, outstanding. Based on such number, FNF estimates that FNF’s shareholders will receive approximately six shares of F&G’s common stock for every 100 shares of FNF’s common stock held as of the ~~close of business on the~~ Record Date. ~~The final distribution ratio will be determined based on the number of shares of FNF’s common stock outstanding on the Record Date.~~

NoAs ~~fractional~~of the Record Date, FNF had 271,336,723 shares of ~~F&G’s~~its common stock, ~~will~~par bevalue ~~distributed~~$0.0001 ~~Instead~~per share, ~~FNF’s~~outstanding. ~~shareholders~~Based ~~will~~on ~~receive~~such ~~cash~~number, inFNF ~~lieu~~shareholders ofwill ~~any~~receive ~~fraction~~six ofshares ~~a share~~ of F&G’s common stock ~~that~~for ~~they~~every ~~otherwise~~100 ~~would~~shares ~~have~~of ~~received.~~FNF ~~The~~common ~~Distribution~~stock isheld ~~intended to be structured~~ as aof ~~taxable~~the ~~dividend~~Record ~~to FNF shareholders for U~~Date.S. ~~federal income tax purposes.~~

No ~~vote~~fractional orshares ~~action~~of isF&G ~~required~~common bystock will be distributed. Instead, FNF’s shareholders will receive cash in ~~order~~lieu toof ~~receive~~any ~~the~~fraction ~~Distribution~~of a share of ~~shares~~F&G common stock that they otherwise would have received. The Distribution of F&G’s common stock, and any cash in lieu of fractional shares, will be structured as a taxable distribution that is expected to be treated as a dividend to FNF shareholders for U.S. federal income tax purposes.

~~FNF’s~~The ~~shareholders~~foregoing ondescription ~~the Record Date will receive account statements reflecting their ownership interest in shares~~ of ~~F&G’s~~the ~~common~~press ~~stock.~~release ~~F&G’s~~announcing ~~common stock issued in~~ the Distribution ~~will~~Ratio beis inonly ~~book-entry~~a ~~form.~~summary ~~FNF’s~~and ~~shareholders~~is ~~who~~qualified ~~hold~~in ~~their~~its ~~shares~~entirety ~~through brokers or other nominees will have their shares of F&G’s common stock credited to their accounts~~ by ~~their~~reference ~~nominees or brokers. FNF’s shareholders will not be required~~ to ~~pay~~the ~~cash~~full ortext ~~other~~of ~~consideration for~~ the ~~shares~~press ofrelease, ~~F&G’s~~a ~~common~~copy ~~stock~~of towhich beis ~~distributed~~filed toas ~~them,~~Exhibit or99.1 ~~surrender~~and oris ~~exchange~~incorporated ~~their~~by ~~shares~~reference ofinto ~~FNF’s~~this ~~common~~Item ~~stock to receive the Distribution~~8.01.

~~Further~~In ~~information~~connection ~~regarding~~with the Distribution, ~~and~~FNF expects to distribute a final information statement (the “Information Statement”) to FNF ~~and~~shareholders of record as of the Record Date on or about December 18, 2025. The Information Statement contains a description of F&G, ~~may~~as bewell ~~found~~as ata ~~investor.fnf.com,~~description of the Distribution and ~~investors~~certain U.~~fglife~~S.~~com,~~ ~~respectively,~~federal ~~and~~income ~~reports~~tax consequences of ~~FNF~~the ~~and~~Distribution. ~~F&G~~A ~~which~~copy ~~may~~of bethe ~~accessed~~Information ~~through~~Statement ~~the~~is ~~SEC’s~~attached ~~website~~hereto atas ~~www~~Exhibit 99.~~sec~~2 and is incorporated by reference into this Item 8.~~gov~~01.

~~The~~Item ~~foregoing~~9.01. ~~description~~Financial ofStatements ~~the press release announcing the Distribution is only a summary~~ and ~~is qualified in its entirety by reference to the full text of the press release, a copy of which is filed as Exhibit 99.1 and is incorporated by reference into this Item 8.01.~~Exhibits

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit		Description
	1.1	Press release announcing Fidelity National Financial, Inc Distribution of F&G Annuities & Life, Inc. Ownership to FNF Shareholders
	99.1	Press release, dated December 18, 2025.
	101	Cover Page Interactive Data File (embedded within the Inline XBRL document)
	99.2	Information Statement, dated December 18, 2025

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Fidelity National Financial, Inc.

Date:

~~November~~December 718, 2025

By:

/s/ Michael L. Gravelle

Name:

Michael L. Gravelle

Title:

Executive Vice President, General Counsel and Corporate Secretary

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